Lyell Immunopharma, Inc. SEC Filings

Stephen J. Hill, Chief Operating Officer and Director of Lyell Immunopharma (LYEL), reported two small disposition transactions tied to tax withholding for vested restricted stock units. On 08/11/2025 he sold 91 shares at a weighted average price of $10.526 (sale prices ranged $10.045 to $11.00), reducing his beneficial ownership to 8,943 shares. On 08/12/2025 he sold 94 shares at a weighted average price of $10.338 (sale prices ranged $10.120 to $10.415), reducing his beneficial ownership to 8,849 shares.

The Form 4 notes the shares sold were automatically disposed to satisfy tax withholding from vested RSUs, that Hill acquired 390 shares on 05/18/2025 under the company ESPP, and that LYEL effected a 1-for-20 reverse stock split on 05/30/2025; all share figures reflect that split. The Form 4 was signed by an attorney-in-fact on 08/13/2025.

Gary K. Lee, Chief Scientific Officer of Lyell Immunopharma (LYEL), reported two routine sales of common stock on 08/11/2025 and 08/12/2025 to satisfy tax withholding obligations from vested restricted stock units. On 08/11/2025 he sold 131 shares at a weighted average price of $10.526 (range $10.045–$11.00), leaving 9,093 shares beneficially owned. On 08/12/2025 he sold 136 shares at a weighted average price of $10.338 (range $10.120–$10.415), leaving 8,957 shares beneficially owned. The Form 4 notes a 1-for-20 reverse stock split effective May 30, 2025 and inclusion of 390 ESPP shares acquired May 18, 2025. The filing was signed by an attorney-in-fact on 08/13/2025.

Newton Charles W., Chief Financial Officer of Lyell Immunopharma, Inc., reported routine share sales to satisfy tax withholding on vested restricted stock units. He sold 131 shares on 08/11/2025 at a weighted average price of $10.526 (sale prices ranged $10.045–$11.00) and 136 shares on 08/12/2025 at a weighted average price of $10.338 (sale prices ranged $10.120–$10.415), for a total of 267 shares sold.

Following those transactions the filing shows beneficial ownership figures of 8,895 shares (after the 08/11 sale) and 8,759 shares (after the 08/12 sale). The report also discloses an indirect holding of 10,000 shares held by The Charles & Lisa Newton Living Trust, of which the reporting person is co-trustee and co-grantor. The filing notes 390 shares were acquired under the company ESPP on 05/18/2025 and that all share amounts reflect a 1-for-20 reverse stock split effected 05/30/2025.

Lyell Immunopharma, Inc. is a cell therapy company advancing next-generation autologous CAR T-cell product candidates for hematologic malignancies and solid tumors. On July 25, 2025, Lyell sold and issued 3,753,752 shares of common stock in a private placement at $13.32 per share pursuant to a July 24, 2025 Purchase Agreement. The Purchase Agreement provides for the potential sale of up to $50.0 million of additional common stock to the same purchasers.

This Form S-3 registers the resale of up to 3,753,752 shares issued in that private placement so the selling stockholders may sell their shares from time to time. Lyell will not receive proceeds from resales under this prospectus and has agreed to keep the registration effective until the earlier of July 25, 2028 or the date the shares are no longer registrable. The company’s common stock trades on Nasdaq Global Select Market under the symbol LYEL; the last reported sale price on August 11, 2025 was $10.58 per share. Outstanding shares used for certain calculations were 19,211,202 as of August 7, 2025.

Lyell Immunopharma reported continued clinical progress on its lead dual-targeting CD19/CD20 CAR T candidate LYL314 and detailed mid-year financials. Total assets were $385.5 million, down from $490.9 million, driven by declines in cash and marketable securities. Cash and cash equivalents stood at $98.8 million with current marketable securities of $178.0 million, and management believes available funds are sufficient to support operations at least 12 months from the issuance of these statements.

Operating results reflect ongoing development spending: six-month R&D expense was $78.3 million and net loss was $94.9 million versus $106.5 million a year earlier, while net cash used in operating activities was $89.2 million. Clinically, Lyell advanced LYL314 into the pivotal PiNACLE trial and presented Phase 1/2 data showing an 88% overall response rate and 72% complete response rate in the 3L+ cohort with median follow-up of nine months. Subsequent events include issuance of 625,000 shares to satisfy a contingent consideration milestone and a July 2025 $50.0 million gross private placement.

Lyell Immunopharma announced that it issued a press release reporting its financial results for the quarter ended June 30, 2025, and attached that release as Exhibit 99.1 to this Form 8-K. The filing states the information is being furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act, meaning it is not subject to the liabilities of that section and is not incorporated by reference into other filings unless expressly referenced. The document also lists the company’s common stock as LYEL on the NASDAQ Global Select Market and is signed on behalf of the company by Mark Meltz, General Counsel and Corporate Secretary.